Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes [ ] No
[X]

Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]

Indicate by
check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the last 90 days. Yes [X] No [ ]

Indicate by
check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No
[ ]

Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.

Large
Accelerated Filer [ ]

Accelerated
Filer [ ]

Non-Accelerated
Filer [ ]

Emerging
growth company [X]

Smaller
reporting company [X]

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange act. ☐

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The aggregate
market value of the voting and non-voting common equity held by non-affiliates of the registrant on December 31, 2017, based on
a closing price of $0.0096 was approximately $2,114,035. As of December 31, 2017, the registrant had 220,211,936 shares of its
common stock, par value $0.00001 per share, outstanding.

As of January
31, 2019, there were 299,555,605 shares of common stock issued and outstanding.

Included in
this Annual Report on Form 10-K are “forward-looking” statements, as well as historical information. Although we believe
that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations
reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those
anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk
Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “project,”
“plan,” “will,” “shall,” “should,” and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable,
these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking
statements. Important factors that could cause our actual results, performance or achievements to differ from these forward-looking
statements include the following:

●

the
availability and adequacy of our cash flow to meet our requirements;

●

economic,
competitive, demographic, business and other conditions in our local and regional markets;

●

changes
in our business and growth strategy;

●

changes
or developments in laws, regulations or taxes in the entertainment industry;

●

actions
taken or not taken by third-parties, including our contractors and competitors;

●

the
availability of additional capital; and

●

other
factors discussed under the section entitled “Risk Factors” or elsewhere in this Annual Report.

All forward-looking
statements attributable to us are expressly qualified in their entirety by these and other factors. We undertake no obligation
to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed
or published, to reflect the occurrence of unanticipated events or otherwise unless required by applicable law.

PART I

Item
1. Business.

Company
History

Premier Products
Group, Inc. formally known as Valley High Mining Company (“we,” “us,”, “our,” or the “Company”)
was incorporated in the State of Utah on November 14, 1979, under the name Valley High Oil, Gas & Minerals, Inc. (“Valley
High Oil”), for the purpose of engaging in the energy, mining and natural resources business. In order to raise the money
necessary to acquire, explore and develop oil and gas properties and other natural resource-related ventures or projects, we undertook
an offering of our common stock pursuant to the Regulation A exemption from registration afforded under the Securities Act of
1933, as amended, wherein we offered and sold a total of 25 million common shares at a price of two cents ($0.02) per share and
received gross proceeds of $500,000 from over 1,000 subscribers. These funds were utilized in our attempt to acquire and explore
for oil and gas, uranium, coal, geothermal, and other mineral (metallic and nonmetallic) properties.

During the
Company’s history, we have engaged in various efforts to increase and maintain shareholder value. The company entered in
various equity and debt financing to raise the money necessary to operate and partake in business development. These funds were
utilized in our attempt to acquire, explore, and to support the company’s ability to make and execute appropriate corporation
actions.

In February
2018, the Company changed its domicile from the State of Wyoming to the State of Delaware as filed in our Form 8-K on March 1,
2018 (see Note 11: Subsequent Events section for additional information). Prior to this action, in February 2016, the Company
changed its domicile from the state of Nevada to the State of Wyoming as filed in our Form 8-K on March 1, 2016.

On Apr 26,
2016, Valley High Mining Company submitted an amendment to its Articles of Incorporation changing the company name from Valley
High Mining Company (VHMC) to Premier Product Group, Inc. (PMPG) to the State of Wyoming. The New Changes were approved, stamped
and filed on June 1, 2016.

On February
13, 2017, the Company entered into an acquisition and stock purchase agreement with Satic Incorporated (“SATIC”) (Form
8-K filed on February 15, 2017), whereby SATIC was to become a wholly owned subsidiary of the Company. On January 4, 2018 (subsequent
to the filing period), due to SATIC and the Company’s inability to complete due diligence and acceptable closing terms,
the parties mutually agreed to rescind and cancel the February 13, 2017 acquisition and stock purchase agreement, with the closing
never having taken place (Form 8-K file on January 10, 2018).

Prior to this
transaction and during the fiscal year ended December 31, 2016, the company entered in a Letter of Intent (LOI) with conditions
to merger with Gear Sports Nutrition, Inc. (“GEAR”) During the due diligence period, the Company changed its name
to Premier Products Group, Inc. in anticipated closing of the merger. However, due to specific deliverables not achieved as outlined
in the LOI by GEAR, the agreement was cancelled in August 2016.

Between 1980
and 1985, we spent nearly all of our capital on several natural resource and mining ventures. In 1985, we effectuated a 10:1 reverse
split. By 1986, after engaging in several unsuccessful ventures, we exhausted our capital reserves. From April 1989 through 2003,
we were dormant, doing only those actions necessary to allow the Company to remain as an active entity. In April 2004, pursuant
to the affirmative vote of our shareholders we reincorporated into the State of Nevada by merging with a wholly owned Nevada subsidiary
company under the name Valley High Mining Company (the “Merger”). Pursuant to the Merger, among other things, for
every 35 shares of Valley High Oil, a shareholder was entitled to receive one (1) share of Valley High Mining Company a Nevada
corporation, the surviving entity in the Merger.

1

On April 19,
2004, the day that the Merger was effective, we entered into a mining lease agreement with North Beck Joint Venture, LLC, a Utah
limited liability company (” North Beck”), an entity owned and controlled by our then principal shareholder and officer/director.
The terms of the lease consideration were based upon prior lease agreements that North Beck Joint Venture had entered into with
other mining companies in the past. As a result, we acquired control of over 470 acres of patented precious metals mining claims
located adjacent to, and just west of, the town of Eureka in Juab County, Utah, in the so-called “Tintic Mining District”
(the “North Beck Claims”). The Tintic Mining District of Juab County, Utah, is located approximately 100 miles south
of Salt Lake City. The North Beck Claims have an extensive history and contain several mines, mining shafts or "prospecting
pits," two of which are over 1,000 feet deep. This project also proved to be unsuccessful. As a result, in February 2010,
control of our Company changed again, with the business objective to seek a suitable acquisition candidate through acquisition,
merger, reverse merger or other suitable business combination method. We disposed of the North Beck Claims in connection with
the change in control.

Until September
2012, our then management continued to seek a suitable acquisition candidate, without success. On September 8, 2012, we executed
a Joint Venture Agreement (the “Joint Venture”) with Corizona Mining Partners LLC, a Minnesota limited liability company
(“Corizona”). Prior, on July 20, 2012, the Company and Corizona formed a limited liability company, Minera Carabamba
S.A. pursuant to the laws of Peru. The Joint Venture acquired a 50% leasehold interest in a property of approximately 966 hectares,
located in La Libertad, Peru, in order to conduct gold mining operations on the property under the project name of Machacala.
On March 1, 2013, the Company advised Corizona that we were no longer interested in continuing with our role in the Joint Venture
due to the inability to gain access to the property.

Also during
our fiscal year ended December 31, 2012, we reviewed a second possible venture with Corizona. They introduced us to
a second property located in Peru and on October 5, 2012, we executed a letter of intent (“LOI”) to develop this project,
which consisted of a 50% aggregate interest. The LOI provided for us to initially own 80% of the venture, with Corizona
owning the remaining 20%. We agreed to pay the costs of developing the project, which was estimated to be approximately
$500,000, subject to our due diligence. We performed our due diligence on this project and discovered that it was not
in production, despite representations to the contrary. We also could not reach an agreement with Corizona on a budget
for this project. As a result, we elected to terminate this venture.

During the
year ended December 31, 2013, we also formed a wholly owned subsidiary, VH Energy, Inc., a Texas corporation, which was formed
with the intention of engaging in the oil and gas industry. We initially engaged in a venture which involved
the brokerage of diesel fuel, which failed to close. We have commenced legal action against various parties involved
in this transaction, however the matter is closed. See “Part II, Item 1, Legal Proceedings,” below.

During the
year ended December 31, 2014, the Company began to identify new underserved and emerging industries to move into and discovered
an increasing demand for fresher locally grown organic foods. The demand for organic food rose 11% between 2011 and 2012, reaching
$28 billion and the market is now predicted to grow at a 14% annual rate for the next four years. As a result, the Company attempted
to transition into the organic foods market and on December 4, 2014, the Company completed the purchase of a fully contained grow
environment, or grow pod, pursuant to that certain Agreement and Bill of Sale. The grow pod was a template for many to be built
and deployed into culture centers (between 20 and 40 pods). The grow pods were steel shipping containers converted to be self-contained,
insulated, solarized, bug free, pesticide free, heated, cooled, LED lighted hydroponic growing facilities that can be managed
from a computer or phone.. The Company has tried unsuccessfully throughout fiscal year ended December 31, 2015 to adequately capitalize
its transition to the organic food market, and thus looked for new emerging markets.

Our principal
place of business is located at 1325 Cavendish Drive, Suite 201, Silver Spring, MD 20905. Our phone number is (301) 202-7762 and
our website address is www.valleyhighmining.com.

Government
Regulations

Domestic mineral
exploration operations are subject to extensive federal regulation and, with respect to federal leases, to interruption or termination
by governmental authorities on account of environmental and other considerations. The trend towards stricter standards in
environmental legislation and regulation could increase our costs and others in the industry. Mineral lessees are subject
to liability for the costs of clean-up of pollution resulting from a lessee’s operations, and may also be subject to liability
for pollution damages. We do not intend to obtain insurance against costs of clean-up operations as we do not intend to
continue in the mining industry, rather, we are transitioning to organic food and nutraceutical.

2

Estimate
of the Amount Spent on Research and Development

Research and
development expenses were $0 and $0 in 2017 and 2016, respectively.

Employees

As of December
31, 2017, we had one (1) part-time employees, who acted as our as interim Chief Executive Officer and President. For the foreseeable
future, we intend to use the services of independent consultants and contractors to perform various professional services.

Competition

The company
is currently in development stage, while marketing and pursuing a merger with a target to merge with company in marketspace the
offers our shareholder the value that improves the Company’s ability to grow, expand, and maintain substance operating and
Reporting requirements.

Patents,
Trademarks, Licenses, Royalty Agreements or Labor Contracts

None.

Available
information

Our website
domain was acquired; premierproductsgroup.com. We elected to hold-off in the development of our website until we finalized the
open LOI with Static USA as earlier report. The public may read and copy any materials the Company files with the U.S. Securities
and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The SEC
maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC.

Item 1A.
Risk Factors.

Risks Relating
to Our Business and Company

WE HAVE
A LIMITED OPERATING HISTORY FROM WHICH YOU CAN EVALUATE OUR PERFORMANCE.

Since we have
a limited operating history, it will be difficult for investors and securities analysts to evaluate our business and prospects
and predict future revenue. Because we have a limited operating history, we will encounter risks, expenses and difficulties of
which we are unaware, and may be challenging to overcome. There can be no assurance that our efforts will be successful or that
we will reach profitability.

OUR CURRENT
CASH WILL NOT BE SUFFICIENT TO FUND OUR BUSINESS AS CURRENTLY PLANNED FOR THE NEXT 12 MONTHS. WE WILL NEED ADDITIONAL FUNDING,
EITHER THROUGH EQUITY OR DEBT FINANCINGS OR PARTNERING ARRANGEMENTS THAT COULD NEGATIVELY AFFECT US AND OUR STOCK PRICE.

We will need
significant additional funds to continue operations, which we may not be able to obtain. We estimate that we must raise approximately
$100,000 over the next 12 months to fund our anticipated capital requirements and obligations.

We have historically
satisfied our working capital requirements through the private issuances of equity securities and convertible notes. We
will continue to seek additional funds through such channels and from collaboration and other arrangements with corporate partners.
However, we may not be able to obtain adequate funds when needed or funding that is on terms acceptable to us. If we fail
to obtain sufficient funds, we may need to delay, scale back or terminate some or all of our business initiatives.

BECAUSE
WE ARE HIGHLY DEPENDENT ON OUR KEY EXECUTIVE OFFICERS FOR THE SUCCESS OF OUR BUSINESS PLAN AND MAY BE DEPENDENT ON THE EFFORTS
AND RELATIONSHIPS OF THE PRINCIPALS OF FUTURE ACQUISITIONS AND MERGERS, IF ANY OF THESE INDIVIDUALS BECOME UNABLE TO CONTINUE
IN THEIR ROLE, OUR BUSINESS COULD BE ADVERSELY AFFECTED.

We believe
our success will depend, to a significant extent, on the efforts and abilities of President and Chief Executive Officer. If we
lost our President and/or Chief Executive Officer, the Company would be forced to expend significant time and money in the pursuit
of a replacement(s), which would result in both a delay in the implementation of our business plan and the diversion of limited
working capital. We can give you no assurance that we could find a satisfactory replacement for President and Chief Executive
Officer at all, or on terms that are not unduly expensive or burdensome.

3

If we grow
and implement our business plan, we will need to add managerial talent to support our business plan. There is no guarantee that
we will be successful in adding such managerial talent. These professionals are regularly recruited by other companies and may
choose to change companies. Given our relatively small size compared to some of our competitors, the performance of our business
may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new
ones.

JOINT VENTURES
AND OTHER PARTNERSHIPS IN RELATION TO OUR PROPERTIES MAY EXPOSE US TO RISKS.

In the future,
we may enter into joint ventures or other partnership arrangements with other parties in relation to the exploration, development
and production of the properties in which we have an interest. Joint ventures can often require unanimous approval of the
parties to the joint venture or their representatives for certain fundamental decisions such as an increase or reduction of registered
capital, merger, division, dissolution, amendments of documents, and the pledge of joint venture assets, which means that each
joint venture party may have a veto right with respect to such decisions which would lead to deadlock in the operations of the
joint venture or partnership. Further, we may be unable to exert control over strategic decision made in respect of such
properties. Any failure of such other companies to meet their obligations to us or to third parties, or any disputes with respect
to the parties’ respective rights and obligations, could have a material adverse effect on the joint ventures or their properties
and, therefore, could have a material adverse effect on our results of operations, financial performance, cash flows and share
price.

WE NEED
TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE OUR EXPECTED REVENUES. OUR FAILURE TO MANAGE GROWTH
CAN CAUSE A DISRUPTION OF OUR OPERATIONS THAT MAY RESULT IN THE FAILURE TO GENERATE REVENUES AT LEVELS WE EXPECT.

In order to
maximize potential growth in our current markets, we may have to expand our operations. Such expansion will place a significant
strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to
improve our financial controls, operating procedures and management information systems. We will also need to effectively train,
motivate, and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from
generating the revenues we expect.

INSIDERS
HAVE SUBSTANTIAL CONTROL OVER US, AND THEY COULD DELAY OR PREVENT A CHANGE IN OUR CORPORATE CONTROL EVEN IF OUR OTHER STOCKHOLDERS
WANT IT TO OCCUR.

As of the
date of this filing, our executive officer and directors beneficially owns 51 shares of our Series B preferred stock Each
one (1) share of the Series B Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the
total issued and outstanding Common Stock and Preferred Stock eligible to vote at the time of the respective vote (the "Numerator" ), divided
by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total issued and outstanding
Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred
Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) — (0.019607 x 5,000,000) = 102,036). This stockholder
is able to exercise significant control over all matters requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with our
Company even if our other stockholders want it to occur.

Risks Relating
to the Industry

PLANNED
EXPANSION AND LEASING OF EQUIPMENT OUT OF OUR CONTROL INVOLVE A HIGH DEGREE OF RISK.

Currently
the business is engaged in a Letter of Intent with a group of individuals with ties to real estate and services in support of
legalized cannabis activities in Michigan. Until the Stock Purchase and Sales Agreement is executed there is no Quantitative and
Qualitative Disclosures about market and risk, while the responsibility still remains to maintain key operating requirements,
which we are formulating and pursuing to acquire for best interest of Shareholders.

4

Risks Relating
to Being a Public Company

WE WILL
INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.

We will incur
significant costs associated with our public company reporting requirements and costs associated with corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable
rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time
consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive
for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage
or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract
and retain qualified individuals to serve on the Company’s board of directors (the “Board”) or as executive
officers. We may be wrong in our prediction or estimate of the amount of additional costs we may incur or the timing of such costs.

IF WE FAIL
TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL REPORTING, OUR ABILITY TO ACCURATELY AND TIMELY REPORT OUR
FINANCIAL RESULTS OR PREVENT FRAUD MAY BE ADVERSELY AFFECTED AND INVESTOR CONFIDENCE MAY BE ADVERSELY IMPACTED.

As directed
by Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404, the SEC adopted rules requiring public companies to include a report
of management on the Company’s internal controls over financial reporting in their annual reports. Under current SEC rules,
our management may conclude that our internal controls over our financial reporting are not effective. Even if our management
concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm
may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented,
designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In the event that we are unable
to have effective internal controls, investors and others may lose confidence in the reliability of our financial statements and
our ability to obtain equity or debt financing as needed could suffer.

Risks Related
to Our Common Stock

OUR COMMON
STOCK IS CURRENTLY QUOTED ON THE OTC MARKETS, WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.

Our common
stock is quoted on the OTC Pink. The quotation of our shares on the OTC Pink may result in a less liquid market available for
existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and
could have a long-term adverse impact on our ability to raise capital in the future.

THERE IS
LIMITED LIQUIDITY ON THE OTC PINK, WHICH ENHANCES THE VOLATILE NATURE OF OUR EQUITY.

When fewer
shares of a security are being traded on the OTC Pink, volatility of prices may increase and price movement may outpace the ability
to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood
that orders for shares of our common stock will be executed, and current prices may differ significantly from the price that was
quoted at the time of entry of the order.

OUR COMMON
STOCK IS CONSIDERED A “PENNY STOCK,” AND IS SUBJECT TO ADDITIONAL SALE AND TRADING REGULATIONS THAT MAY MAKE IT MORE
DIFFICULT TO SELL.

Our common
stock is considered to be a “penny stock” since it does not qualify for one of the exemptions from the definition
of “penny stock” under Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because
it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price
less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets
less than $5 million.

The principal
result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our
common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under
the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with
a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least
two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires
broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience
as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our
common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

5

WE ARE
SUBJECT TO THE PENNY STOCK RULES WHICH WILL MAKE OUR SECURITIES MORE DIFFICULT TO SELL.

We are subject
to the SEC’s “penny stock” rules because our securities sell below $5.00 per share. The penny stock
rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC, which provides information
about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide
the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson,
and monthly account statements showing the market value of each penny stock held in the customer’s account. In
addition, the bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer
orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s
confirmation.

Furthermore,
the penny stock rules require that prior to a transaction; the broker dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The
penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities. As
long as our securities are subject to the penny stock rules, the holders of such securities will find it more difficult to sell
their securities.

IN ORDER
TO RAISE SUFFICIENT FUNDS TO EXPAND OUR OPERATIONS, WE MAY HAVE TO ISSUE ADDITIONAL SECURITIES AT PRICES WHICH MAY RESULT IN SUBSTANTIAL
DILUTION TO OUR SHAREHOLDERS.

If we raise
additional funds through the sale of equity or convertible debt, our current stockholders’ percentage ownership will be
reduced. In addition, these transactions may dilute the value of our common shares outstanding. We may also have to issue securities
that may have rights, preferences and privileges senior to our common stock.

WE
ARE NOT LIKELY TO PAY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

We currently
intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to
pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate.

Item 1B.
Unresolved Staff Comments.

Not applicable.

Item 2.
Properties.

During the
fiscal year ended December 31, 2017, the Company only subleased office space under the control of our current interim Chief Executive
Officer, approximately 400 square feet of executive office space located at 1325 Cavendish Drive, in Silver Spring, MD, without
charge, on a month to month basis.

Item 3.
Legal Proceedings.

In March 2014,
the Company entered into a settlement agreement with one of its former CEO, Andrew Telsey. A dispute arose with respect
to the Company’s performance under such settlement agreement and, in accordance with the terms of such agreement, such party
moved for arbitration to resolve such dispute. An agreement was reached in April 2015 during arbitration, however, the Company
was unable to perform under the settlement agreement. As of December 2017, the Company has recorded a legal liability in the amount
of $187,283, the awarded amount plus accrued interested to account for liability they have incurred.

On February
24, 2015, the Company was named a defendant in a complaint filed by John Michael Coombs in the Third Judicial District Court in
and For Salt Lake County, State of Utah, alleging, among other things, Breach of Contract, in connection with a Warrant Agreement
issued by the Company to Mr. Coombs in 2010. Management has informed Mr. Coombs that it fully intends to honor the Warrant Agreement
and is in discussions to settle this matter. The Company carries this liability on its balance sheet as a derivative liability,
which amounted to $6,842 at the fiscal year ended December 31, 2017.

Our shares
of common stock are currently quoted on the OTC Pink under the symbol “PMPG”.

The following
table sets forth the high and low bid price for our common stock for each quarter during the past two fiscal years. The prices
reflect inter-dealer quotations, do not include retail mark-ups, markdowns or commissions and do not necessarily reflect actual
transactions.

Year
Ended

High

Low

March
31, 2016

$

0.0059

$

0.0013

June
30, 2016

$

0.0070

$

0.0024

September
30, 2016

$

0.0090

$

0.0013

December
31, 2016

$

0.0135

$

0.0011

March
31, 2017

$

0.0064

$

0.0064

June
30, 2017

$

0.0054

$

0.0045

September
30, 2017

$

0.0025

$

0.0020

December
31, 2017

$

0.0120

$

0.0090

(b) Holders

As of December
31, 2017, a total of 220,211,936 shares of the Company’s common stock are currently outstanding held by 1,202 shareholders
of record. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers
or other nominees.

(c) Dividends

We have not
declared or paid any dividends on our common stock and intend to retain any future earnings to fund the development and growth
of our business. Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future. The payment
of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial
conditions.

(d) Securities
Authorized for Issuance under Equity Compensation Plan

We have not
adopted any stock option or other employee plans as of the date of this Report. We may adopt such plans in the future.

During the
fiscal year ended December 31, 2017, we have issued the following securities which were not registered under the Securities Act
and not previously disclosed in the Company’s Quarterly Reports on From 10-Q or Current Reports on Form 8-K. Unless otherwise
indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section
4(2) of the Securities Act for transactions not involving a public offering:

The Company
has instructed its transfer agent to place a stop transfer on certificates representing 20,000,000 shares of common stock pursuant
to a failed Regulation S Stock Purchase Agreement as these shares were not paid for.

7

During the
year ended December 31, 2017 a total of 26,708,840 shares of common stock were issued for the retirement of debt and accounts
payable in the amount of $237,854. The Company recognized a netted loss of $18,634
on the conversions and transaction.

Rule
10B-18 Transactions

During the
years ended December 31, 2016 and 2017, there were no repurchases of the Company’s common stock by the Company

Item 6.
Selected Financial Data.

Not applicable.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING
DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING
STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND
“RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Plan of
Operation

As of the
date of this Report, the Company has been positioning itself as an incubator for companies in the pharmaceutical, nutraceutical
and medical spaces offering products for all ages from newborns to seniors. The Company’s goal is to identify revolutionary
products and create a corporate infrastructure, set up management teams, bring in design professionals both on the development
side and marketing side to introduce these offerings to the marketplace. Being part of the new Company team will allow entrepreneurs
to flourish without having the constraints of day to day corporate issues, as well provides an easier access to capital and credit
lines for growth and expansion of the business. The Company is working to build a strong portfolio of companies to drive revenues
and value with an intent that once these companies mature from all aspects inclusive of management, revenues and controls they
will have the ability to operate independent of the conglomerate. We are not limiting our search to any specific geographic region.
Our plan of operation for the twelve months following the date of this annual report is to continue to review potential acquisitions
in the pharmaceutical, nutraceutical and medical sectors. Currently, we are in the process of completing due diligence investigation
of various opportunities in the pharmaceutical, nutraceutical and medical sector. We do not have enough funds on hand to cover
our administrative expenses for the next 12 months. We will need to raise funds for administration as well as additional funding
for the review, acquisition and development of the business once the same is identified. We anticipate that additional funding
will be required in the form of equity financing from the sale of our common stock or debt financing.

Results
of Operations

Comparison
of Results of Operations for the fiscal years ended December 31, 2017 and 2016

Total expenses,
which included general and administrative expenses for our fiscal year ended December 31, 2017 were $13,733, compared to $147,201
during our fiscal year ended December 31, 2017, a decrease of $133,468. The decrease was attributable to decreases in management
expense of $37,378, decrease in management stock compensation of $55,200, professional fees of $37,251, and general and administrative
expense of $3,639.

Additionally,
the Company experienced changes in other income and expense effecting the net loss, which included a gain on discharge of debt
of $130,600, a gain on derivative liability of $5,649, interest expense of $45,020, and a loss on issuance of shares for debt
of $149,234.

8

As a result, we incurred a net loss of $71,738
(approximately $0.00 per share) for the fiscal year ended December 31, 2017, compared to a net loss of $138,548 during our
fiscal year ended December 31, 2016 (approximately $0.00 per share).

Liquidity
and Capital Resources

As of December
31, 2017, we had cash or cash equivalents of $84.

Net cash used in operating activities was $61,941
during our fiscal year ended December 31, 2017, compared to $33,727 during our fiscal year ended December 31, 2016.

Cash flows provided or used in investing activities
were $0.00 provided for the year ended December 31, 2017 and $0.00 used during our fiscal year ended December 31, 2016. Net cash
flows provided by financing activities was $61,941 during our fiscal year ended December 31, 2017, compared to $33,692 during our
fiscal year ended December 31, 2016.

During our
fiscal year ended December 31, 2017, net borrowing from related parties totaled $0.00. During our fiscal year ended December 31,
2016 certain of our shareholders provided us with loans aggregating $15,504. These loans carry interest of between 6% and 8% and
are due upon demand within the next 12 months. We utilized these funds from these loans to cover operating expenses during the
fiscal year.

Inflation

Although our
operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results
of operations during our fiscal year ended December 31, 2017.

Critical
Accounting Policies and Estimates

Critical
Accounting Estimates

The discussion
and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical
accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition
and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effects of matters that are inherently uncertain.

Leases
– We follow the guidance in SFAS No. 13 “Accounting for Leases,” as amended, which requires us
to evaluate the lease agreements we enter into to determine whether they represent operating or capital leases at the inception
of the lease.

Recently
Adopted Accounting Standards

Management has considered all recent accounting
pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent
pronouncements will not have a material effect on the Company’s financial statements.

FASB ASU 2018-03 “Fair Value Measurement
(ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement” – In August
2018, the FASB issued ASU 2018-13. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures.
The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019.
Early adoption is permitted. The Company is evaluating the effect that this update will have on its financial statements and related
disclosures.

FASB ASU 2016-15 “Statement of Cash
Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders indicated that there is a diversity
in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15
addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective
for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is
permitted. Adoption of this ASU will not have a significant impact on our statement of cash flows.

Management has evaluated other recently issued
accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated
financial statements and related disclosures.

9

Off-Balance
Sheet Arrangements

We have not
entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources and would be considered material to investors.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.

We hold a
derivative warrant instruments which is accounted for on a quarterly basis and reflected as a loss or gain on our income statement
with the balance of the liability reflected on our balance sheet. We do not engage in any other hedging activities.

Item 8.
Financial Statements and Supplementary Data.

Our financial
statements are contained in pages F-1 through F-13 which appear at the end of this Annual Report.

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.
Controls and Procedures.

(a) Evaluation
of Disclosure and Control Procedures

Our management,
with the participation of our Chief Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) as of the end of the period covered by this Report.

These controls
are designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission, and that such information is accumulated and communicated to our management, including our CEO to allow
timely decisions regarding required disclosure.

Based on this
evaluation, our current CEO has concluded that our disclosure controls and procedures were effective as of December 31, 2017,
at the reasonable assurance level. We believe that our financial statements presented in this annual report on Form 10-K fairly
present, in all material respects, our financial position, results of operations, and cash flows for all periods presented herein.

(b) Management’s
Assessment of Internal Control over Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
or 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

●

Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
the assets of the company;

●

Provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the Company; and

●

Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s
assets that could have a material effect on the financial statements.

10

Because of
its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment,
our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) of 2013.

Based on management’s
assessment, management believes that, as of December 31, 20167, our internal control over financial reporting presented a material
weakness. The assessment is based on the changes in management throughout the year. We also did not effectively implement comprehensive
entity level internal controls and were unable to adequately segregate duties within the accounting department due to an insufficient
number of staff, and implement appropriate information technology controls.

Inherent
Limitations

Our management,
including our Chief Executive Officer/Chief Financial Officer, does not expect that our disclosure controls and procedures will
prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely
upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of
financial data.

This Annual
Report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report.

(c) Changes
in Internal Control over Financial Reporting

There were
no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

Item 9B.
Other Information.

Not applicable.

11

PART III

Item 10.
Directors, Executive Officers, and Corporate Governance.

The following
table and biographical summaries set forth information, including principal occupation and business experience, about our directors
and executive officers at December 31, 2017:

Name

Age

Position

Dalen (B.D.) A.
Erickson II (1)

42

Former Interim Chief
Executive Officer and Former Chairman of the Board

Clifford Pope (2)

66

Chief Executive
Officer, Chief Financial Officer, Director

(1)

Mr. Erickson assumed
the role as the Company’s Interim Chief Executive Officer and Chairman of the Board on February 13, 2017 in advance
of the closing of the anticipated merger with Satic USA. Mr. Erickson relinquished his position back to Mr. Pope
on January 4, 2018 when the two companies were unable to close the Satic transaction, the agreement was cancelled, and officer
and director positions were rescinded to their original status.

(2)

Mr. Pope was appointed
to serve as the Company’s Chief Executive Officer, Chief Financial Officer, and sole member of the Board on January
13, 2016. Mr. Pope turn control of the Company over to Mr. Erickson on February 13, 2017 in anticipation of the
merger with Satic USA. Mr. Pope resumed his roles as the Company’s Chief Executive Officer, Chief Financial
Officer, and sole member of the Board on January 4, 2018 when the two companies were unable to close the Satic transaction,
the agreement was cancelled, and officer and director positions were rescinded to their original status.

Following
is biographical information of our current management:

Clifford
Pope , 66, has over 35 years of experience in Information Technologies (IT), business development and providing a variety
of related services and products. Over the past 25 years as a CEO/President, was the founder of five businesses providing
technical support services and IT products to the USA military and federal government agencies. His background includes marketing
research, developing business plans, creating and establishing business infrastructures, computer manufacturing, managing business
development campaigns; implementing various IT operations from network Operating Centers, Voice over Internet Protocol services,
Help Desk Operations, software development, medical diagnostic testing devices, and business process re-engineering. Mr. Pope
has been the CEO/President of public a company since 2003, very knowledgeable of financial statements, producing disclosure and
financial statements, cost accounting, federal government practices, protocols, and private industry practices. Has
a working experience in corporate mergers, stock exchanges, and the formation of public entities and very knowledgeable of the
corporate governance requirements of the Sarbanes-Oxley Act.

Family
Relationships

There are
no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors
or executive officers. None of our directors or executive officers or their respective immediate family members or affiliates
are indebted to us.

Committees
of the Board of Directors

We do not
have a standing nominating, compensation or audit committee. Rather, our full Board performs the functions of these
committees. Also, we do not have a “audit committee financial expert” on our Board as that term is defined by Item
401(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our Board to appoint such committees because the volume
of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention
to such matters to be involved in all decision making. Additionally, because our Common Stock is not listed for trading or quotation
on a national securities exchange, we are not required to have such committees.

Legal Proceedings

To the best
of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive
officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal
proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has
not been reversed, suspended or vacated.

12

Compliance
with Section 16(a) of the Exchange Act

Section 16(a)
of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of
a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial
ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations
of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely
on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the
fiscal year ended December 31, 2016, were timely.

Code of
Business Conduct and Ethics

As of the
date of this Information Statement, we have not adopted a corporate code of business conduct and ethics.

ITEM 11.
EXECUTIVE COMPENSATION

SUMMARY
COMPENSATION TABLE

Name
and Principal Position

Year

Salary
($)

Stock
Awards
($)

All
Other Compensation
($)

Total
Compensation
($)

Dalen
(B.D.) Erickson II

2017

$

0

$

0

$

0

$

0

Former CEO (1)

2016

$

0

$

0

$

0

$

0

Clifford Pope

2017

$

0

$

0

$

0

$

0

CEO (2)

2016

$

0

$

55,200

$

22,287

$

77,487

(1)

Mr.
Erickson was appointed the Company’s Interim Chief Executive Officer on February 13, 2017. He relinquished his roles
on January 4, 2018. There were no accruals or payments for Mr. Erickson during either of the fiscal years reported.

(2)

Mr. Pope was appointed
as the Company’s Chief Executive Officer and Chief Financial Officer on January 13, 2016 and served until February 13,
2017. He has reassumed those roles effective January 4, 2018. There were no accruals or payments for
Mr. Pope during the fiscal year ended December 31, 2017.

Employment
Agreements

Mr. Pope was
awarded a six (6) month employment agreement at the beginning of his service, January 13, 2016. The agreement was a non-exclusive
service agreement that paid Mr. Pope a base salary of $3,500 per month and entitles him to 1,000,000 shares of restricted common
stock per month. Additionally, Mr. Pope is reimbursed for accountable direct expenses in connection with the performance of his
duties. Currently, and subsequent to the reporting period, Mr. Pope is working without contact for compensation.

Outstanding
Equity Awards

The Company
has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees,
but the Board may recommend adoption of one or more such programs in the future.

No officer
or director holds any unexercised options, stock that had not vested, or equity incentive plan awards as of the date of this Report.

Director
Compensation

The Company
has not paid compensation to its members of the Board for serving as such. The Board may in the future decide to award the members
of the Board cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole
determination of the Board.

The following
table sets forth certain information regarding the ownership of common stock as of December 31, 2016, by (i) each person known
to us to own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our executive officers, and
(iv) all of our directors and executive officers as a group. Unless otherwise indicated, all shares are owned directly and the
indicated person has sole voting and investment power.

Title
of
Class

Name
and Address
Of Beneficial Owner

Amount
and Nature
Of Beneficial Ownership

Percent
Of Class (1)

Common

Clifford
Pope (3)

6,000,000

3%

Preferred

1325 Cavendish Drive,
Suite 201

51

100%

Silver Spring, MD
20905

Common

All Officers and
Directors as a group

6,000,000

3%

(1 person)

Common

All officers, directors
and 5% holders as a group

6,000,000

3%

Preferred

(3 persons and entities)

51

100%

*

Less
than 1%

(1)

Based
on 220,211,936 shares of common stock issued and outstanding as of December 31, 2017.

(2)

Mr. Pope is the
sole holder of a super voting preferred class of stock.

During the
year ended December 31, 2017, the Company borrowed $0 in related party advances.

During the
fiscal year ended December 31, 2015, the then current CEO, Richard Johnson, executed what current management has determined to
be Management Fraud and an Illegal Act under SOX 404. During the fiscal year, Johnson issued to himself a Loan in the amount of
$16,000, cash withdrawals of $5,000 and $2,000 during the 4 th quarter, and additional $5,000 and $2,000 payments in
November to RJM Consulting, a company owned by Johnson. In rebuilding the accounting, management has attributed a net amount of
$14,131 taken as a loan and subsequently has written that off as uncollectable. The Company reserves the right to pursue Johnson
at a later date.

During the
fiscal year ended December 31, 2016, the prior CEO, Richard Johnson, converted $273,774 in Accounts Payable to himself, and other
payables he was responsible for, into a note payable. Following this event and Mr. Johnson’s departure, the Company took
over control of the note and subsequently retired the debt in the amount of $273,774, resulting in a gain on discharge of debt
on the Statement of Operations.

During the
year ended December 31, 2014, the Company borrowed $15,918.58 in related party advances and the Company accrued interests for
these loans in the amount of $658.60. The Company transferred $150,200 in related party loans to contingent liability during this
same period to account for the potential liability of loans in question by current management from insider transactions in 2012
and 2013.

There are
no other related party transactions that are required to be disclosed pursuant to Regulation S-K promulgated under the Securities
Act of 1933, as amended.

14

Director
Independence

The common
stock of the Company is currently quoted on the OTC Pink, quotation systems which currently do not have director independence
requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the
Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material
interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual
determination as to the independence of each director using the current standards for “independence” that satisfy
the criteria for the Nasdaq. The Board has determined that there are no members that are independent under such standards.

Item 14.
Principal Accounting Fees and Services.

The following
table presents fees for professional audit services rendered by BF Borgers, CPA PC during our fiscal year ended December 31, 2017
and 2016.

December 31, 2017

December 31, 2016

Audit Fees

$

32,400

$

27,500

Audit Related Fees

—

—

Tax Fees

—

—

All Other Fees

—

—

Total

$

32,400

$

27,500

Audit
Fees . Consist of amounts billed for professional services rendered for the audit of our annual financial statements
included in our Annual Reports on Forms 10-K for our fiscal years ended December 31, 2017 and 2016 and reviews of our interim
financial statements included in our Quarterly Reports on Forms 10-Q.

All
Other Fees . Consists of amounts billed for services other than those noted above.

We do not
have an audit committee and as a result our entire Board performs the duties of an audit committee. Our Board evaluates the scope
and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

Pursuant to
the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

PREMIER
PRODUCTS GROUP, INC

Date: February 1,
2019

By:

/s/
Clifford Pope

Name: Clifford Pope

Title: Chief Executive
Officer

Date: February 1,
2019

By:

/s/
Clifford Pope

Name: Clifford Pope

Title: Chief Financial
Officer

Date: February 1,
2019

By:

/s/
Jimmy Lee

Name: Jimmy Lee

Title: Director

Date: February 1,
2019

By:

/s/
Yun Bai

Name: Yun Bai

Title: Director

17

PREMIER
PRODUCTS GROUP, INC

TABLE OF CONTENTS

Page
No.

Report of Independent
Registered Public Accounting Firm

F-1

Balance Sheets

F-2

Statements of
Operations

F-3

Statements of
Changes in Shareholders’ Equity (Deficit)

F-4

Statements of
Cash Flow

F-5

Notes to the
Financial Statements

F-6

18

Report
of Independent Registered Public Accounting Firm

To the
shareholders and the board of directors of Premier Products Group, Inc.

Opinion
on the Financial Statements

We have
audited the accompanying balance sheets of Premier Products Group, Inc. (the "Company") as of December 31, 2017 and
2016, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Basis
for Opinion

These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.

Substantial
Doubt about the Company’s Ability to Continue as a Going Concern

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

/S/ BF Borgers
CPA PC

BF Borgers
CPA PC

We have served
as the Company's auditor since 2015

Lakewood,
CO

February 1,
2019

F-1

PREMIER
PRODUCTS GROUP, INC

Balance
Sheets

December
31,

December
31,

2017

2016

ASSETS

Cash

$

84

$

84

Total
Current Assets

84

84

TOTAL
ASSETS

$

84

$

84

LIABILITIES
AND STOCKHOLDERS DEFICIT

Liabilities

Accounts
payable and accrued expenses

$

209,171

$

203,481

Accounts
payable and accrued expenses - related parties

—

162,878

Contingent
liability - legal

187,283

177,283

Contingent
liability - notes

225,200

225,200

Derivative
liability - warrants

6,842

12,491

Notes
payable

306,445

338,359

Total
Current Liabilities

934,942

1,119,692

Total
Liabilities

934,942

1,119,692

Commitments
and Contingencies

Stockholders'
Equity (Deficit)

Common
stock, $0.00001 par value, 500,000,000 shares

authorized,
220,211,936 and 193,503,096 shares issued and

outstanding,
respectively

2,202

1,022

Preferred
stock (Series B), $0.001 par value, 51 shares

authorized,
51 and 0 shares issued and outstanding,

respectively

—

—

Additional
paid-in capital

5,228,557

4,652,277

Accumulated
deficit

(6,165,616

)

(5,955,330

)

Total
Stockholders' Equity (Deficit)

(934,857

)

(1,302,031

)

TOTAL
LIABILITIES AND EQUITY

$

84

$

119

The accompanying
notes are an integral part of these financial statements.

F-2

PREMIER
PRODUCTS GROUP, INC

Statements
of Operations

For
the Years Ended

December
31,

2017

2016

REVENUE

$-

$-

COST
OF SALES

-

-

GROSS
PROFIT

—

—

OPERATING
EXPENSES

Depreciation
expense

—

—

Management
expense

—

37,378

Management
stock compensation

—

55,200

Professional
Fees

13,733

50,984

Travel
& Entertainment

—

—

General
& Administrative

—

3,639

Total
Expenses

13,733

147,201

LOSS
FROM OPERATIONS

(13,733

)

(147,201

)

Other
Income

Gain
on discharge of debt

130,600

273,774

Gain
(Loss) on Derivative Liability

5,649

(11,810

)

Total
Other Income

136,249

261,964

Other
Expenses

Interest
expense - accrued

45,020

35,081

Legal
expense

—

1,750

Loss
on issuance of shares for debt

149,234

216,480

Total
Other Expenses

194,245

253,311

Net
Other Income (Expense)

(58,005

)

8,653

LOSS
BEFORE INCOME TAXES

(71,738

)

(138,548

)

PROVISION
FOR INCOME TAXES

—

—

NET
LOSS

$

(71,738

)

$

(138,548

)

BASIC
AND DILUTED LOSS PER COMMON SHARE

(0.00

)

(0.00

)

WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC

AND
DILUTED

215,843,883

156,446,775

The accompanying
notes are an integral part of these financial statements.

F-3

PREMIER
PRODUCTS GROUP, INC

Statements of
Changes in Stockholders' Deficit

Common Stock

Preferred

Paid-in

Accumulated

Shares

Amount

Stock Shares

Amount

Capital

Deficit

Total

Balance,

December 31, 2015

102,210,918

$

102,211

51

$

0.05

$

4,551,088

$

(5,955,330

)

$

(1,302,031

)

Change in

Par Value

102,210,918

$

1,022

51

$

0.05

$

4,652,277

$

(5,955,330

)

$

(1,302,031

)

Common shares

issued to

management

6,000,000

60

—

—

55,140

—

55,200

Common shares

issued for debt

85,292,178

853

—

—

264,918

—

265,771

Net loss for the

year ended

December

31, 2016

—

—

—

—

—

(138,548

)

(138,548

)

Balance, December

31, 2016

193,503,096

$

1,935

51

$

0.05

$

4,972,335

$

(6,093,878

)

$

(1,119,608

)

Common shares

issued for debt

27,708,840

257

—

—

242,831

—

243,088

Common shares

Issued for

Settlement Agreement

1,000,000

10

—

—

13,390

—

13,400

Net loss for the year

ended December

31, 2017

—

—

—

—

—

(71,738

)

(71,738

)

Balance,

December

31, 2017

220,211,936

$

2,202

51

$

0.05

$

5,228,556

$

(6,165,616

)

$

(934,857

)

The accompanying
notes are an integral part of these financial statements.

F-4

PREMIER
PRODUCTS GROUP, INC

Statements of
Cash Flows

For
the Years Ended

December
31,

2017

2016

CASH
FLOWS FROM OPERATING ACTIVITIES

Net
loss

$

(71,738

)

$

(138,548

)

Adjustments
to reconcile net loss to net cash used in

operating
activities:

Common
stock issued for services

—

—

Depreciation

—

—

Loss
(gain) in derivative liability

(5,649

)

11,810

Loss
on issuance of shares for debt

149,234

216,479

Changes
in operating assets and liabilities:

Loss
(gain) on discharge of debt

(130,600

)

(273,774

)

Increase
in contingent liabilities

10,000

10,000

Accounts
payable and accrued expenses

(157,188

)

85,105

Stock
issued for compensation

—

55,200

Stock
issued for settlement agreement

144,000

—

Net
Cash Used in Operating Activities

(61,941

)

(33,727

)

CASH
FLOWS FROM INVESTING ACTIVITIES

Purchase
of property and equipment

—

—

Net
Cash Used in Investing Activities

—

—

CASH
FLOWS FROM FINANCING ACTIVITIES

Proceeds
from notes payable, net

61,941

33,692

Proceeds
from related party advances and notes

—

—

Net
Cash Provided by Financing Activities

61,941

33,692

NET
INCREASE (DECREASE) IN CASH

(0

)

(35

)

CASH
AT BEGINNING OF PERIOD

84

119

CASH
AT END OF PERIOD

$

84

$

84

SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION

CASH
PAID FOR:

Interest

$

—

$

—

Income
Taxes

$

—

$

—

NON-CASH
FINANCING ACTIVITIES

Accounts
payable transfer to notes payable

$

—

$

192,000

Fair
value of common stock issued to retire debt and accrued interest

$

234,088

$

265,771

The accompanying
notes are an integral part of these financial statements.

F-5

PREMIER
PRODUCTS GROUP, INC

Notes to
the Financial Statements

NOTE 1 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Premier Products
Group. Inc (“the Company”) was organized under the laws of the State of Utah on November 14, 1979 as Valley High Oil,
Gas & Minerals, Inc. In April 2004, the Company reincorporated into the state of Nevada by merging with Valley
High Mining, Inc, a Nevada corporation and wholly-owned subsidiary of the Company, which was incorporated on February 27, 2004. The
Nevada corporation was the surviving entity. The Company changed its domicile to the state of Wyoming on February 3, 2016 and
changed its name to Premier Products Group, Inc. in April 2016. Subsequent to the reporting period, the Company changed its domicile
to the state of Delaware in February of 2018.

Use of Estimates

The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company
accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes”. This statement requires
an asset and liability approach for accounting for income taxes. The Company adopted the provisions of ASC Topic No. 740, “Accounting
for Income Taxes,” on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized no
liability for unrecognized tax liabilities. The Company has no tax positions at December 31, 2017 and 2016 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

Loss Per Share

The computation
of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with
ASC Topic No. 260, “Earnings Per Share.”

Cash and Cash
Equivalents

The Company
considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

F-6

Fair Value
of Financial Instruments

The Company’s
financial instruments consist principally of cash, amounts due to a related party, accounts payable and accrued expenses, and
derivative liabilities. ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, establish a framework
for measuring fair value, establish a fair value hierarchy based on the quality of inputs used to measure fair value, and enhance
disclosure requirements for fair value measurements.

The Company
utilizes various types of financing to fund its business needs, including warrants not indexed to the Company’s stock. The
Company is required to record its derivative instruments at their fair value. Changes in the fair value of derivatives are recognized
in earnings in accordance with ASC 815.

The fair value
of the derivative instruments are determined based on “Level 3” inputs, which consist of inputs that are both unobservable
and significant to the overall fair value measurement. We believe that the recorded values of all of our other financial instruments
approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

The Company
has categorized its financial instruments, based on the priority of inputs to the valuation technique, into a three-level fair
value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets
or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Financial
assets and liabilities recorded on the balance sheet are categorized based on the inputs to the valuation techniques as follows:

Level 1 Financial
assets and liabilities for which values are based on unadjusted quoted prices for identical assets or liabilities in an active
market that management has the ability to access.

Level 2 Financial
assets and liabilities for which values are based on quoted prices in markets that are not active or model inputs that are observable
either directly or indirectly for substantially the full term of the asset or liability (commodity derivatives and interest rate
swaps).

Level 3 Financial
assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable
and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about
the assumptions a market participant would use in pricing the asset or liability.

When the inputs
used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is
categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company
conducts a review of fair value hierarchy classifications on a quarterly basis. Changes in the observability of valuation
inputs may result in a reclassification for certain financial assets or liabilities.

Recently Issued
Accounting Pronouncements

Management
has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s
management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

FASB
ASU 2018-03 “Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value
Measurement” – In August 2018, the FASB issued ASU 2018-13. ASU 2018-13 removes certain disclosures, modifies
certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within
those annual periods, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the effect that
this update will have on its financial statements and related disclosures.

FASB
ASU 2016-15 “Statement of Cash Flows (Topic 230)” – In August 2016, the FASB issued 2016-15. Stakeholders
indicated that there is a diversity in practice in how certain cash receipts and cash payments are presented and classified in
the statement of cash flows. ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing
diversity in practice. This ASU is effective for annual reporting periods beginning after December 15, 2017, and interim periods
within those fiscal years. Early adoption is permitted. Adoption of this ASU will not have a significant impact on our statement
of cash flows.

Management
has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have
a significant impact on our consolidated financial statements and related disclosures.

F-7

NOTE 2 –
GOING CONCERN

The Company's
financial statements are prepared using generally accepted accounting principles in the United States of America applicable to
a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company has a working capital deficit and has not yet established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern.

These factors
raise substantial doubt regarding the Company’s ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it consummates a business
combination. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to
continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to
obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its
minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.

The ability
of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in
the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

Management
Compensation

For the fiscal
year ended December 31, 2016, the Company paid or accrued to its CEO/President an aggregate of $37,378 in compensation and authorized
the issuance of 6,000,000 shares of stock, valued at $55,200. In addition, the Company owed a prior President $144,000 in accounts
payable for prior work performed.

For the fiscal
year ended December 31, 2017, the Company paid or accrued to its CEO, CFO, and President an aggregate of $0 in compensation and
bonuses. The Company eliminated the prior $144,000 accounts payable liability to a prior President under a settlement agreement.

Office Space

On January
13, 2016, the Company subleased, from a company under the control of our then current CEO, approximately 400 square feet of executive
office space in Silver Spring, MD, without charge, on a month to month basis. Rents and rental reimbursements for the fiscal year
ended December 31, 2015 totaled $22,872, which included $450 per month for storage of a shipping container, $500 per month reimbursement
for office space, and an additional $1,608 per month reimbursement for the then current CEO.

NOTE 4 –
ADVANCES AND NOTES PAYABLE TO RELATED PARTIES

Advances and
notes payable to related parties at December 31, 2017 and 2016 had an outstanding balance of $0 and $0, respectively.

F-8

NOTE 5 –
NOTES PAYABLE AND DERIVATIVE LIABILITY

Notes Payable

At
fiscal year ended December 31, 2017, the Company had third party notes payable and accrued interest in the amount of $306,445
compared to $338,359 in the prior fiscal year. The notes included notes to eleven unaffiliated parties at interest rates of between
6% and 10% per year. The notes expire during the 2015 and 2016 fiscal year and are not secured by collateral of the Company. Several
of these notes are in default and the Company is in communication with the holders to resolve these outstanding issues. The notes
are convertible into common stock, at the election of the holder, at discounts of between 40% and 50%. Two additional notes, totaling
$11,250 are convertible into common stock of the Company at $0.001. Additionally, the Company is carrying $225,200 in notes payable
contingent liability representing three prior notes that are either in dispute or the Company is unable to substantiate.

Gain on Discharge
of Debt

During the
fiscal year ended December 31, 2016, the prior CEO, Richard Johnson, converted $273,774 in Accounts Payable to himself, and other
payables he was responsible for, into a note payable. Following this event and Mr. Johnson’s departure, the Company took
over control of the note and subsequently retired the debt in the amount of $273,774, resulting in a gain on discharge of debt
on the Statement of Operations.

Derivative
Liability

The Company
entered into an agreement which has been accounted for as a derivative. The Company has recorded a loss contingency associated
with this agreement because it is both probable that a liability had been incurred and the amount of the loss can reasonably be
estimated. The main factors that will affect the fair value of the derivative are the number of the Company’s
shares outstanding post acquisition or post offering and the resulting market capitalization.

ASC Topic
815 (“ASC 815”) requires that all derivative financial instruments be recorded on the balance sheet at fair value.
Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily
available, fair values are determined using market based pricing models incorporating readily observable market data and requiring
judgment and estimates.

The Company
issued warrants and has evaluated the terms and conditions of the conversion features contained in the warrants to determine whether
they represent embedded or freestanding derivative instruments under the provisions of ASC 815. The Company determined that the
conversion features contained in the warrants represent freestanding derivative instruments that meet the requirements for liability
classification under ASC 815. As a result, the fair value of the derivative financial instruments in the warrants is reflected
in the Company’s balance sheet as a liability. The fair value of the derivative financial instruments of the warrants was
measured at the inception date of the warrants and each subsequent balance sheet date. Any changes in the fair value of the derivative
financial instruments are recorded as non-operating, non-cash income or expense at each balance sheet date.

The Company
valued the conversion features in its warrants using the Black-Scholes model. The Black-Scholes model values the embedded derivatives
based on a risk-free rate of return of 0.0131%, grant dates at December 31, 2016 and December 31, 2017, the term of the warrant
extending 3 years from the date of a “reverse merger”, conversion of warrant shares is equal to 0.005% of the then
outstanding common stock of the company, the conversion price is $0.001, current stock prices on the measurement date ranging
from $0.0011 to $0.0135, and the computed measure of the Company’s stock volatility, ranging from 381% to 417%.

Included in
the December 31, 2017 and 2016 financial statements is a derivative liability in the amount of $6,842 and $12,492, respectively,
to account for this transaction. It is revalued quarterly henceforth and adjusted as a gain or loss to the consolidated statements
of operations depending on its value at that time.

F-9

Included in
our Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 are $5,649 and $(11,810) in change of
fair value of derivative in non-cash charges pertaining to the derivative liability as it pertains to the gain (loss) on derivative
liability and debt discount, respectively.

Derivative
Liability

December 31, 2017

December 31, 2016

Estimated number of underlying shares

1,101,060

937,515

Estimated market price per share

$

0.00

$

0.00

Exercise price per share

$

0.00

$

0.00

Expected volatility

417

%

381

%

Expected dividends

0

%

0

%

Expected term (in years)

3.00

3.00

The following
presents the Company’s fair value hierarchy for assets and liabilities measured at fair value on a recurring basis at December
31, 2017. These items are included in “derivative liability” on the consolidated balance sheet.

Fair Value Measurements on a Recurring Basis

Level 1

Level 2

Level 3

Total

December 31, 2016

Liabilities:

Derivative liability

$

—

$

—

$

12,492

$

12,492

Total liabilities at fair value

$

—

$

—

$

12,492

$

12,492

December 31, 2017

Liabilities:

Derivative liability

$

—

$

—

$

6,842

$

6,842

Total liabilities at fair value

$

—

$

—

$

6,842

$

6,842

The main factors
that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the
resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company estimated the
future number of surviving shares and resulting market cap from a reverse merger based on a sample of reverse mergers completed
by OTCBB companies during 2017 and 2016.

F-10

The following
is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) during the years ended December 31, 2017 and 2016:

2017

2016

Beginning balance, January 1,

$

(12,491

)

$

(681

)

Total gains (losses) included in earnings

5,649

(11,810

)

Ending balance, December 31,

$

(6,842

)

$

(12,491

)

NOTE 7 –
ACCOUNTS PAYABLE AND ACCRUED EXPENSES

For the fiscal
year ended December 31, 2017 and 2016, the Company recorded accounts payable and accrued expenses in the amounts of $219,171 and
$366,359, respectively. The accounts payable and accrued expenses are a combination of legal
and professional fees.

NOTE 8 –
CAPITAL STOCK

The Company
has authorized 500,000,000 shares of common stock with a par value of $0.0001. At December 31, 2017 and 2016, the Company
had 220,211,936 and 193,503,096 shares issued and outstanding, respectively.

During the
year ended December 31, 2016 a total of 75,292,178 shares of common stock were issued for the retirement of $49,292 in debt and
accrued interest. The Company recognized a combined loss of $216,480 on
the conversions.

During
the year ended December 31, 2016, the Company moved its domicile from Nevada to Wyoming and changed its par valued to $0.00001
per share. This change has been reflected in the balance sheet equity section.

During
the year ended December 31, 2016, the Company awarded the CEO, Clifford Pope, 6,000,000 shares of common stock valued at $55,200
as part of his management fees for services rendered to the Company.

During the
year ended December 31, 2017 a total of 25,708,840 shares of common stock were issued for the retirement of $93,854 in debt and
accrued interest. The Company recognized a combined loss of $149,234 on
the conversions.

During
the year ended December 31, 2017, 1,000,000 shares of common stock of the Company, valued at $13,400, was issued in settlement
of $144,000 in accrued payables.

NOTE 9 –
INCOME TAXES

ASC 740 requires
the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely
than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether
they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation
allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 21% marginal
tax rate by the cumulative net operating losses of $1,943,200. The total valuation allowance is equal to the total deferred tax
asset.

F-11

The tax effects
of significant items comprising the Company's net deferred taxes as of December 31, 2017 and 2016 were as follows:

2017

2016

Cumulative net operating losses

$

1,943,200

$

1,882,576

Deferred tax assets: (21% Federal, 0% Delaware)

Net operating loss carry forwards

408,072

395,341

Valuation allowance

(408,072

)

(395,341

)

$

—

$

—

The income
tax provision differs from the amount of income tax determined by applying the combined U.S. federal and state income tax rates
of 21% to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following:

2017

2016

Tax benefit at statutory rate

$

(2,884

)

$

(1,581

)

Common stock for services

—

—

(Gain) loss on derivative liability

(5,649

)

11,811

Debt discount

—

—

Change in valuation allowance

8,533

(10,230

)

Actual tax expense

$

—

$

—

The Company’s net operating loss carry
forwards of approximately $1,943,200 expire in various years through 2037. The Company has not evaluated the impact of possible
limitations on the utilization of its net operating loss carry forwards in future years under Section 382, if any, as a result
of any changes in control.

NOTE 10 –
COMMITMENTS AND CONTINGENCIES

Contingent
Liabilities

The Company
recorded contingent liabilities for the fiscal year ended December 31, 2017 in the amount of $402,483. The contingent liability
includes $187,283 for settlement of an arbitration dispute plus accrued interest and fees, and a $75,000 note payable, as further
defined below, and two additional prior notes payable in the amount $10,000 and $140,200.

The Company
was notified through its confirmation process that a prior law firm intends to file for the collection of prior fees accrued to
them in the amount of $92,000. The Company has included penalties and interest in the amount of $14,884 in its payables to account
for the possible loss.

Former CEO
Fraud / Maleficence

In October
2015, the Company entered into an agreement with Iconic Holdings (“Iconic”) with our then current CEO, Richard Johnson
(“Johnson”). The note on the books for $30,000 was intended to go to a law firm for preparing an S-1 in the
amount of $5,000,000, according to the executed term sheet. It is known that based on the financial status of Valley High
Mining at the time, there was no way a $5,000,000 S-1 was going to get approved. Two things happened during that transaction,
1) Iconic did not send the funds to the law firm as was stated in the Term Sheet, it was sent to the Company whereby Johnson paid
some of the funds to himself; and 2) Iconic executed a "2nd Note" of $75,000 as consideration for the S-1, but no real
consideration was given, except to say that Iconic would provide the S-1 funding, which was not possible. The events were all
presented to Iconic, including the fact that Johnson signed it as sole director and never had Board consent (from Peter Bianchi,
the second director at the time). Iconic agreed that it did not add up. The Company stated that Iconic should not be held
accountable for Johnson's potential fraudulent act and that the Company would honor the $30,000 ($25,000 net amount) that Iconic
wired to the Company. However, assuming that Iconic is familiar with S-1 filings and the funding in the amount of $5,000,000,
they should know that the deal structure was not plausible, and therefore no consideration was being given for the $75,000 second
note. Therefore, Iconic should have no claim to the second note and the Company will take legal action to defend (including both
notes for fraud if needed). However, an additional second contingency for the face value of the $75,000 note is being added as
a legal contingency until the matter is resolved.

F-12

During the
fiscal year ended December 31, 2015, the then current CEO, Richard Johnson, executed what current management has determined to
be Management Fraud and an Illegal Act under SOX 404. During the fiscal year, Johnson issued to himself a Loan and withdrawals
netting to $14,131 during the 4 th quarter to RJM Consulting, a company owned by Johnson. In rebuilding the accounting,
management has attributed a net amount of $14,131 taken as a loan and subsequently has written that off as uncollectable. The
Company reserves the right to pursue Johnson at a later date.

Legal proceedings

On February
24, 2015, the Company was named a defendant in a complaint filed by John Michael Coombs in the Third Judicial District Court in
and For Salt Lake County, State of Utah, alleging, among other things, Breach of Contract, in connection with a Warrant Agreement
issued by the Company to Mr. Coombs in 2010. Management has informed Mr. Coombs that it fully intends to honor the Warrant Agreement
and is in discussions to settle this matter. The Company carries this liability on its balance sheet as a derivative liability.

In
March 2014, the Company entered into a settlement agreement with one of its former CEO’s Andrew Telsey. A dispute arose
with respect to the Company’s performance under such settlement agreement and, in accordance with the terms of such agreement,
such party moved for arbitration to resolve such dispute. An agreement was reached in April 2015 during arbitration; however,
the Company was unable to perform under the settlement agreement. The Company has recorded a liability in the amount of $125,000,
plus accrued interest and fees, to account for a total liability of $187,283, which was recorded as a judgment amount in September
2016.

The Company
was notified through its confirmation process that a prior law firm intends to file for the collection of prior fees accrued to
them in the amount of $92,000. The Company has not stated a position related to the accrual or outcome of the amount, but the
Company has included penalties and interest in the amount of $14,884 in its payables to account for the possible loss.

Derivative
Liability

As described
in Note 7, the Company entered into a warrant agreement which has been accounted for as a derivative. The Company has
accrued a loss contingency associated with this agreement because it is both probable that a liability had been incurred and the
amount of the loss can reasonably be estimated. The fair value of this liability is closely linked to whether the Company
enters a reverse merger, initiates a public offering of stock or engages in a similar transaction. The Company believes that
the realization of one or more of these events in the near future is probable and when realized, it could have a material effect
on the value of the derivative liability recorded.

The main factors
that will affect the fair value of the derivative are the number of shares outstanding post acquisition or post offering and the
resulting market capitalization. In order to estimate a range for the potential contingent liability, the Company utilized
the Black-Scholes method in calculating the value of the warrant derivative.

F-13

NOTE 11 –
SUBSEQUENT EVENTS

On January
4, 2018, due to SATIC and the Company’s inability to complete due diligence and acceptable closing terms, the parties mutually
agreed to rescind and cancel the February 13, 2017 acquisition and stock purchase agreement, with the closing never having taken
place (Form 8-K file on January 10, 2018). With the cancellation, all officer and director positions were rescinded back to Mr.
Clifford Pope as Interim-CEO and sole director of the Company. The actions taken by the Company were confirmed on January 8, 2018
by holders of 51% voting control of the Company.

As filed on
Form 8-K with the Securities Exchange Commission on March, 1, 2018, the Company completed a Holding Company Reorganization, whereby
On February 22, 2018, the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from “Premier
Products Group, Inc.” to “Valley High Mining Company”) completed a corporate reorganization (the “Holding
Company Reorganization”) pursuant to which Valley High Mining Company, as previously constituted (the “Predecessor”)
became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Premier Products Group, Inc. (the “Holding
Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. The Holding
Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation
Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the
constituent corporations.

In accordance
with Section 251(g) of the DGCL, Premier Services, Inc. (“Merger Sub”), another newly formed Delaware corporation
and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and
into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the
“Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor,
the Holding Company and Merger Sub, dated February 22, 2018 (the “Merger Agreement”).

As of the
effective time of the Merger and in connection with the Holding Company Reorganization, all duly authorized outstanding shares
of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred
stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other
holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in
the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.

The executive
officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to
the Holding Company Reorganization.

For purposes
of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor.
Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b)
of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.

On February
22, 2018, the Predecessor changed its name and then re-domiciled from Wyoming to Delaware. Immediately following such re-domiciliation,
the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”)
that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior
to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section 251(g)(4)
of the DGCL. The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of
such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s
capital stock immediately prior to the Holding Company Reorganization.

The common
stock of the Holding Company trades on OTCMarkets under the symbol “PMPG” under which the common stock of the Predecessor
was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will
no longer be publicly traded.

On September
17, 2018, the Company filed Form 15 in an effort to temporarily suspend its duty to file reports under Sections 13 and 15(d) of
the Securities Exchange Act of 1934. Due to the Company’s number of shareholders exceeding the limit of 300 shareholders
for the form to be effective (the company has 1,204 shareholders of record), the Company filed a Form 15/A Cancellation Notice
on September 28, 2018 and will continue with its reporting obligations.

On January
5, 2018, the Company issued a press release announcing it had executed a non-binding letter of intent that it was to acquire a
crypto mining company. The two parties were unable to clear satisfactory due diligence and close in a timely manner and
the agreement was cancelled.

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